Can the vice-president appoint committees?

[Guest Matt R]

RONR p545 states that, "When the bylaws state that the president shall appoint all committees, this power does not transfer to the chair if someone else presides." Our bylaws have that statement: "The president shall appoint all committees and their chairpersons."

 

However, our bylaws ALSO state that the vice-president, "shall be acting president at all meetings that the president is absent."

 

Does this serve (or can it be interpreted) as a suspension of the rule prohibiting transfer of this power? We in fact had a situation in which a special committee had to be appointed, and the president was absent at the board meeting. The vice president presided, and appointed the committee, with board approval. Interestingly, the board insisted that the vice president serve as chairman of that committee, as a condition of approving the committee.

[Edgar Guest]

Does this serve (or can it be interpreted) as a suspension of the rule prohibiting transfer of this power?

 

It's not a suspension of the rule in RONR but it could certainly be interpreted as superseding the rule in RONR.

[Shmuel Gerber]

It's not a suspension of the rule in RONR but it could certainly be interpreted as superseding the rule in RONR.

 

I don't think it could be interpreted as superseding the rule in RONR, either. Even if the vice-president has the power, under this bylaw provision, to appoint committees when the president is absent, he or she would have that power regardless of who was in the chair at the time. Conversely, if the president is present but the vice-president is presiding, the latter would definitely not have the power to appoint the committees.

[Josh Martin]

RONR p545 states that, "When the bylaws state that the president shall appoint all committees, this power does not transfer to the chair if someone else presides." Our bylaws have that statement: "The president shall appoint all committees and their chairpersons."

 

However, our bylaws ALSO state that the vice-president, "shall be acting president at all meetings that the president is absent."

 

Does this serve (or can it be interpreted) as a suspension of the rule prohibiting transfer of this power? We in fact had a situation in which a special committee had to be appointed, and the president was absent at the board meeting. The vice president presided, and appointed the committee, with board approval. Interestingly, the board insisted that the vice president serve as chairman of that committee, as a condition of approving the committee.

 

It will ultimately be up to the society to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

[jstackpo]

RONR has no definition of "acting president" so there is no telling what powers devolve on the V-P when the president is away.

 

So...  as the others noted, it will be up to the society to figure out what it means.

[Edgar Guest]

I don't think it could be interpreted as superseding the rule in RONR, either. 

 

Of course it could.

[Shmuel Gerber]

Of course it could.

 

How? The particular rule in RONR that was cited ("When the bylaws provide that the president shall appoint all committees, this power does not transfer to the chair if someone else presides," RONR 11th ed., p. 495) is about the chair's ability to appoint committees when the chair is not the president. It has nothing to say directly about the vice-president's authority under the bylaws when the president is absent. As I pointed out before, no matter how this provision of the bylaws is interpreted, the rule in RONR will remain fully in effect.

[Timothy]

I see no problem with a society interpreting their bylaws such that the wording mentioned would give the vice president the authority to appoint the committee. It may be their intention, for example, that the committee be appointed during the meeting at which the committee was created. An absent president would not be able to do that.

 

But no, I don't see it as a suspension of the rule. The rule is still there, with just as much power as it ever had, but no rule in RONR has enough power to override a rule in the bylaws.

[Richard Brown]

Two or three points:

 

1.  I agree that ultimately the society itself has to interpret this bylaw provision.

 

2.  Personally, I do not see it as suspending anything in RONR.

 

3.  I do personally interpret it as a rule which, for all practical purposes,  supersedes the rule in RONR on page 495 lines 18-20.

 

Mr. Gerber does not argue that the bylaw provision is not effective, but rather that it does not supersede anything in RONR because RONR says that in the absence of the president, the president's powers do not transfer to the chair.  On that point he is correct.  I understand the point he is making.  This bylaw provision says the president's powers transfer to the vice president.... not  to the chair.  My own opinion is that that is perhaps a distinction without a difference in most cases.  But, it is technically a distinction.  And a difference. 

[jstackpo]

This bylaw provision says the president's powers transfer to the vice president.... not  to the chair.  My own opinion is that that is perhaps a distinction without a difference in most cases.  But, it is technically a distinction.  And a difference. 

 

And a presumption.   To wit, that "Acting president" means that the actor has all (?)  the powers and authority of the (regular) president.   For instance, I'll bet he can't sign checks (presuming that the president can).

 

RONR makes no mention of "acting president" so we shouldn't jump to conclusions.

[Timothy]

And a presumption.   To wit, that "Acting president" means that the actor has all (?)  the powers and authority of the (regular) president.   For instance, I'll bet he can't sign checks (presuming that the president can).

 

RONR makes no mention of "acting president" so we shouldn't jump to conclusions.

 

You're right, assuming that the president has the authority to sign checks, the "acting president" wouldn't be able to sign checks. But not being able to sign checks isn't the same thing as saying he isn't authorized to sign checks. The bylaws may authorize him to sign checks as "acting president," but unless he's going to be acting president for a while, it may not make sense to put his name on the bank account. On the other hand, it may be that he would already have his name on the bank account because it is his duty to sign checks in the absence of the president. It still comes back to the interpretation of the bylaws.

[Richard Brown]

And a presumption.   To wit, that "Acting president" means that the actor has all (?)  the powers and authority of the (regular) president.   For instance, I'll bet he can't sign checks (presuming that the president can).

 

RONR makes no mention of "acting president" so we shouldn't jump to conclusions.

Good point.  But, if the vice president is an authorized signer of checks on the bank's records, then he could, of course sign checks.  But if he has not been authorized do sign checks by virtue of a resolution on file with the bank, you are probably be right:  I question whether his "acting president" status, especially if only for a day or two, would let him sign checks as a practical matter.

 

Edited to add:  My apologies to Tim Fish.  He apparently made his post about a half hour before I made mine, but, for some reason, I did not see his when I made my post.  I got the notification that there was a "new post" (or new comment) as I was typing mine. 

 

Tim:  Did you by chance "edit" or "update" your post as I was typing mine?  Maybe that explains why I didn't see it when I started typing and got the notification while I was typing.